PAVmed Inc. Debt Disclosure
Note 13 — Debt
The fair value and face value principal outstanding of the Senior Convertible Notes as of the dates indicated are as follows:
Contractual Maturity Date | Stated Interest Rate | Conversion Price per Share | Face Value Principal Outstanding | Fair Value | ||||||||||||||
| April 2022 Senior Convertible Note | April 4, 2025 | 7.875 | % | $ | 75.00 | $ | 17,602 | $ | 20,300 | |||||||||
| September 2022 Senior Convertible Note | September 8, 2025 | 7.875 | % | $ | 75.00 | 7,627 | 8,800 | |||||||||||
| Balance as of December 31, 2024 | $ | 25,229 | $ | 29,100 | ||||||||||||||
Contractual Maturity Date | Stated Interest Rate | Conversion Price per Share | Face Value Principal Outstanding | Fair Value | ||||||||||||||
| April 2022 Senior Convertible Note | April 4, 2025 | 7.875 | % | $ | 75.00 | $ | 17,602 | $ | 19,000 | |||||||||
| September 2022 Senior Convertible Note | September 8, 2025 | 7.875 | % | $ | 75.00 | 9,062 | 11,250 | |||||||||||
| Lucid March 2023 Senior Convertible Note | March 21, 2025 | 7.875 | % | $ | 5.00 | 11,019 | 13,950 | |||||||||||
| Balance as of December 31, 2023 | $ | 37,683 | $ | 44,200 | ||||||||||||||
The changes in the fair value of debt during the year ended December 31, 2024 is as follows:
| April 2022 Senior Convertible Note | September 2022 Senior Convertible Note | Lucid March 2023 Senior Convertible Note | Sum of Balance Sheet Fair Value Components | Other Income (expense) | ||||||||||||||||
| Fair Value - December 31, 2023 | $ | 19,000 | $ | 11,250 | $ | 13,950 | $ | 44,200 | $ | |||||||||||
| Installment repayments – common stock | (1,435 | ) | (2,005 | ) | (3,440 | ) | ||||||||||||||
| Non-installment payments – common stock | (143 | ) | (787 | ) | (930 | ) | ||||||||||||||
| Deconsolidation of Lucid Diagnostics | (10,268 | ) | (10,268 | ) | ||||||||||||||||
| Change in fair value | 1,300 | (872 | ) | (890 | ) | (462 | ) | 462 | ||||||||||||
| Fair Value at December 31, 2024 | $ | 20,300 | $ | 8,800 | $ | $ | 29,100 | |||||||||||||
| Other Income (Expense) - Change in fair value – year ended December 31, 2024 | $ | 462 | ||||||||||||||||||
The changes in the fair value of debt during the year ended December 31, 2023 is as follows:
| April 2022 Senior Convertible Note | September 2022 Senior Convertible Note | Lucid March 2023 Senior Convertible Note | Sum of Balance Sheet Fair Value Components | Other Income (expense) | ||||||||||||||||
| Fair Value - December 31, 2022 | $ | 22,000 | $ | 11,650 | $ | $ | 33,650 | $ | ||||||||||||
| Face value principal – issue date | 11,111 | 11,111 | ||||||||||||||||||
| Fair value adjustment – issue date | 789 | 789 | (789 | ) | ||||||||||||||||
| Installment repayments – common stock | (3,895 | ) | (2,188 | ) | (92 | ) | (6,175 | ) | ||||||||||||
| Non-installment payments – common stock | (249 | ) | (114 | ) | (49 | ) | (412 | ) | ||||||||||||
| Change in fair value | 1,144 | 1,902 | 2,191 | 5,237 | (5,237 | ) | ||||||||||||||
| Fair Value at December 31, 2023 | $ | 19,000 | $ | 11,250 | $ | 13,950 | $ | 44,200 | ||||||||||||
| Other Income (Expense) - Change in fair value – year ended December 31, 2023 | $ | (6,026 | ) | |||||||||||||||||
Note 13 — Debt - continued
PAVmed - Senior Secured Convertible Notes
The Company entered into a Securities Purchase Agreement (“SPA”) dated March 31, 2022, with an accredited institutional investor (“Investor”, “Lender”, and /or “Holder”), wherein, the Company agreed to sell, and the Investor agreed to purchase an aggregate of $50.0 million face value principal of debt - comprised of: an initial issuance of $27.5 million face value principal; and up to an additional $22.5 million of face value principal (upon the satisfaction of certain conditions). The debt was issued in a registered direct offering under the Company’s effective shelf registration statement.
Under the SPA, the Company issued a Senior Secured Convertible Note dated April 4, 2022, referred to herein as the “April 2022 Senior Convertible Note”, with such note having a $27.5 million face value principal, a 7.875% annual stated interest rate, a contractual conversion price of $75.00 per share of the Company’s common stock (subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transaction), and a contractual maturity date of April 4, 2024, which maturity date the investor agreed to extend by one year, to April 4, 2025. The April 2022 Senior Convertible Note may be converted into shares of common stock of the Company at the Holder’s election.
Under the same SPA, the Company issued an additional Senior Secured Convertible Note dated September 8, 2022, referred to herein as the “September 2022 Senior Convertible Note”, with such note having a $11.25 million face value principal, a 7.875% annual stated interest rate, a contractual conversion price of $75.00 per share of the Company’s common stock (subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transaction), and a contractual maturity date of September 6, 2024, which maturity date the investor agreed to extend by one year, to September 8, 2025. The September 2022 Senior Convertible Note may be converted into shares of common stock of the Company at the Holder’s election.
The Company is subject to financial covenants requiring: (i) a minimum of $8.0 million of available cash at all times; (ii) the ratio of (a) the outstanding principal amount of the total senior convertible notes outstanding, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) the Company’s average market capitalization over the prior ten trading days, to not exceed 30% (the “Debt to Market Cap Ratio Test”); and (iii) the Company’s market capitalization to at no time be less than $75 million (the “Market Cap Test” and, together with the Debt to Market Cap Ratio Test, the “Financial Tests”). From time to time from and after September 1, 2024 through November 11, 2024, the Company was not in compliance with the Financial Tests. As of November 11, 2024, the Investor agreed to waive any such non-compliance during such time period and thereafter through December 31, 2024.
In consideration of a prior covenant waiver and maturity extension agreed to in March 2024, the Company agreed to pay the holder of the notes $2,000 in cash (or in such other form as may be mutually agreed in writing). The covenant waiver and maturity extension fee was recognized as debt modification expense on the Company’s consolidated statement of operations, and is currently included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets as of December 31, 2024.
The April 2022 Senior Convertible Note and September 2022 Senior Convertible Note installment payments may be made in shares of PAVmed common stock at a conversion price that is the lower of the contractual conversion price and 82.5% of the two lowest VWAPs during the last 10 trading days preceding the date of conversion, subject to a conversion price floor of $2.70. The notes are also subject to certain provisions that may require redemption upon the occurrence of certain events, including an event of default, a change of control, or certain equity issuances.
In the year ended December 31, 2024, approximately $1,435, of principal repayments along with approximately $143, of interest expense thereon, were settled through the issuance of , shares of common stock of the Company, with such shares having a fair value of approximately $2,020, (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company). In addition, during the year ended December 31, 2024, the Company agreed to pay $1,059, in cash related to acceleration floor payments on these notes related to the conversion price being below the floor price, which is included in debt extinguishment loss on the Company’s consolidated statements of operations. As of December 31, 2024, approximately $652 of acceleration floor payments owed to the holder are included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. The conversions and floor acceleration payments resulted in debt extinguishment losses of $1,501 in the year ended December 31, 2024.
On December 31, 2024, the Company agreed to reduce temporarily, and the Investor consented to reducing temporarily, the contractual conversion price under the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note to equal to 82.5% of the two lowest VWAPs during the last 10 trading days preceding the date of conversion, subject to a conversion floor price of $0.40, during the period from December 31, 2024 through January 15, 2025; provided that the aggregate amount of conversions under the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note during such period may not exceed million shares.
Note 13 — Debt - continued
Subsequent to December 31, 2024, prior to the consummation of the exchange transaction contemplated by the Debt Exchange Agreement (as defined below) on January 17, 2025 as more fully discussed below, approximately $176 of principal repayments along with approximately $26 of interest expense thereon, was settled through the issuance of shares of common stock of the Company, with such shares having a fair value of approximately $259 (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company).
On November 15, 2024, the Company entered into an Exchange Agreement (the “Debt Exchange Agreement”) with the holder (the “Holder”) of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note. The Debt Exchange Agreement provided for the exchange of $22.3 million in principal amount of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note and interest thereon for shares of Series C Convertible Preferred Stock, par value $ per share (the “Series C Preferred Stock”), of the Company (the “Exchange”). The key terms of the Series C Convertible Preferred Stock can be found on Exhibit 4.1 to this Form 10-K.
On January 17, 2025, after satisfaction of all conditions to closing the Exchange, the parties consummated the transaction on the terms described above. Following consummation of the Exchange, the April 2022 Senior Convertible Note was satisfied in full, and the outstanding principal balance of the remaining September 2022 Senior Convertible Note was approximately $6.6 million In connection with the consummation of the Exchange, the conversion price under the remaining September 2022 Convertible Note was reset to $1.068, the maturity date of such note was extended to December 31, 2025 and the holder of such note waived compliance with the Financial Tests through December 31, 2025.
Lucid Diagnostics - Senior Secured Convertible Note
Following the deconsolidation of Lucid, the Lucid March 2023 Senior Convertible Note is no longer reflected in the Company’s consolidated balance sheets. See Note 4, Equity Method Investment, for additional information on the deconsolidation of Lucid.
During the period of January 1, 2024 through September 10, 2024, the date of Lucid’s deconsolidation, approximately $2,005 of principal repayments along with approximately $787 of interest expense thereon, were settled through the issuance of shares of common stock of Lucid, with such shares having a fair value of approximately $3,801 (with such fair value measured as the respective conversion date quoted closing price of the common stock of Lucid). The conversions resulted in debt extinguishment losses of $1,009 in the period of January 1, 2024 through September 10, 2024.
During the year ended December 31, 2024, the Company recognized debt extinguishment losses in total of approximately $2,535, in connection with the Company or Lucid (as applicable) issuing shares of its common stock for principal repayments on convertible debt mentioned above. During the year ended December 31, 2023, the Company recognized debt extinguishment losses in total of approximately $3,782.
See Note 12, Financial Instruments Fair Value Measurements, for a further discussion of fair value assumptions.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2024 | Mar 24, 2025 | Showing above |
| 2023 | Mar 25, 2024 | |
| 2022 | Mar 14, 2023 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.